Standard Contracts
WARRANTWarrant Agreement • February 16th, 2006 • Capital Gold Corp • Gold and silver ores
Exhibit 10.1 Termination Agreement In relation to the Unincorporated Association Contract ("the Contract," which expression includes the hereinbelow mentioned amendments) executed by and between Minera Santa Rita S. de R. L. de C.V. ("MSR"),...Termination Agreement • April 12th, 2004 • Capital Gold Corp • Gold and silver ores
andRights Agreement • August 16th, 2006 • Capital Gold Corp • Gold and silver ores • Delaware
Exhibit 10.1 ENGAGEMENT AGREEMENT AGREEMENT made as of the 1st day of March 2006 between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 26th Floor, New York, NY 10005 (hereinafter referred to as the...Engagement Agreement • March 22nd, 2006 • Capital Gold Corp • Gold and silver ores
EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made effective May 1, 2006 ("Effective Date"), by and between CAPITAL GOLD CORPORATION, a Delaware corporation ("Employer"), and JOHN BROWNLIE, a resident of...Executive Employment Agreement • June 19th, 2006 • Capital Gold Corp • Gold and silver ores • New York
amongCredit Agreement • August 16th, 2006 • Capital Gold Corp • Gold and silver ores • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 5th, 2010 • Capital Gold Corp • Gold and silver ores • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 2, 2010 and effective as of the Effective Date (as defined hereinafter), by and between CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer” or “Company”), and COLIN SUTHERLAND (“Executive”).
Exhibit 10.a STOCK PURCHASE OPTION AGREEMENT BY AND AMONGStock Purchase Option Agreement • March 16th, 2001 • Leadville Mining & Milling Corp • Gold and silver ores • Colorado
AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • March 12th, 2009 • Capital Gold Corp • Gold and silver ores • New York
This agreement (the “Agreement”) amends and restates the engagement agreement by and between the Company and Hazlitt originally effective on November 1, 2008.
SECOND AMENDED ENGAGEMENT AGREEMENTEngagement Agreement • October 23rd, 2007 • Capital Gold Corp • Gold and silver ores • New York
This agreement (the “Agreement”) amends, supersedes and replaces the engagement agreement by and between the CORPORATION and CHIPMAN originally dated March 1, 2006 as subsequently amended and superseded on September 1, 2006.
ContractExploration and Assignment Option Agreement • November 23rd, 2010 • Capital Gold Corp • Gold and silver ores
EXPLORATION AND ASSIGNMENT OPTION AGREEMENT OF MINING CONCESSIONS (THE “AGREEMENT”) ENTERED INTO BY AND BETWEEN COMPAÑÍA MINERA HUAJICARI, S.A. DE C.V., REPRESENTED BY MR. SANTANA ARMANDO GUADIANA TIJERINA (THE “COMMITTING ASSIGNOR”); AND NAYARIT GOLD DE MÉXICO, S.A. DE C.V., A COMPANY INCORPORATED UNDER THE LAWS OF THE MEXICAN UNITED STATES (“NAYARIT” or “THE EXPLORER AND COMMITTING ASSIGNEE”), REPRESENTED HEREIN BY MR. COLIN PAUL SUTHERLAND, PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES:
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 17th, 2007 • Capital Gold Corp • Gold and silver ores • New York
WHEREAS, effective May 1, 2006, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and JOHN BROWNLIE, a Colorado resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”);
AMENDMENT NO. 3 TO AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • April 12th, 2011 • Capital Gold Corp • Gold and silver ores • New York
This Amendment No. 3 (the “Amendment”) dated April 7, 2011, to that certain Amended and Restated Engagement Agreement (the “Agreement”) effective as of the 1st day of January, 2009, as amended on July 19, 2010, between Capital Gold Corporation, a Delaware Corporation having an office at 76 Beaver Street, 14th Floor, New York, NY 10005 (hereinafter referred to as the “Company”), and Scott Hazlitt (hereinafter referred to as “Executive”) amends Exhibit A to the Agreement, the Agreement Regarding Change in Control.
Degussa Mexico S.A. de C.V. SALES CONTRACTSales Contract • March 19th, 2007 • Capital Gold Corp • Gold and silver ores
Degussa Mexico, S.A. de C.V. (hereinafter, the “Seller”) domiciled at Calz. México-Xochimilco 5149-BIS, 14610, México, D.F., Republic of Mexico, shall supply and Minera Santa Rita S De RL De CV., (hereinafter called the Buyer), with an office Lamberto Hernandez #73 Pte. 2do. Piso, Col. Centro, Caborca, Sonora, Mexico. C.P. 83600 agrees to purchase the following goods on the terms stated herein and in the Terms of Sale set forth on the reverse side hereof:
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores
WHEREAS, effective January 1, 2007, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and J. SCOTT HAZLITT, a Colorado resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and
ENGAGEMENT AGREEMENTEngagement Agreement • December 10th, 2008 • Capital Gold Corp • Gold and silver ores • New York
This agreement (the “Agreement”) supersedes and replaces the executive employment agreement by and between the Company and Hazlitt originally dated January 1, 2007 as subsequently amended August 29, 2007, and July 17, 2008.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 23rd, 2007 • Capital Gold Corp • Gold and silver ores
WHEREAS, effective May 1, 2006, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and JOHN BROWNLIE, a Colorado resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • April 30th, 2010 • Capital Gold Corp • Gold and silver ores • New York
This SEVERANCE AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made between (i) John Brownlie (“Employee”), a Colorado resident, and (ii) CAPITAL GOLD CORPORATION, a Delaware corporation (the “Company”). Employee and the Company are referred to collectively as the “Parties” and individually as a “Party.”
Gammon Gold and Capital Gold Sign Definitive Merger AgreementMerger Agreement • October 7th, 2010 • Capital Gold Corp • Gold and silver ores
October 1, 2010 – Toronto, ON and New York, New York – Gammon Gold Inc. (“Gammon Gold”) (NYSE: GRS, TSX: GAM) and Capital Gold Corporation (“Capital Gold”) (TSX and NYSE AMEX: CGC) have entered into a definitive merger agreement pursuant to which Gammon Gold will offer to acquire all of the issued and outstanding common shares of Capital Gold in a cash and share transaction (the “Acquisition”). The total consideration for the purchase of 100% of the fully diluted in-the-money shares of Capital Gold is approximately US$288 million or US$4.57 per Capital Gold share based on Gammon Gold’s closing price on September 24, 2010 on the NYSE.
For the Contract Mining At El Chanate Gold Mine Caborca, Sonora, Mexico With Sinergia Obras Civiles y Mineras, S.A. de C.V. Hermosillo, Sonora, MexicoMining Contract • December 15th, 2005 • Capital Gold Corp • Gold and silver ores
ContractExploration and Option to Purchase Mining Concessions Agreement • November 23rd, 2010 • Capital Gold Corp • Gold and silver ores
AMENDMENT TO THE EXPLORATION AND OPTION TO PURCHASE MINING CONCESSIONS AGREEMENT ENTERED INTO BY AND BETWEEN COMPAÑIA MINERA HUAJICARI, S.A. DE C.V., HEREBY REPRESENTED BY MR. ARMANDO GUADIANA TIJERINA (HEREINAFTER “HUAJICARI”) AND NAYARIT GOLD DE MEXICO, S.A. DE C.V., HEREBY REPRESENTED BY MR. COLIN PAUL SUTHERLAND (HEREINAFTER “NAYARIT”), IN TERMS OF THE FOLLOWING DECLARATIONS AND CLAUSES:
EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2010 • Capital Gold Corp • Gold and silver ores • New York
AGREEMENT made effective as of January 19, 2010 by and between CAPITAL GOLD CORPORATION, a Delaware corporation with offices at 76 Beaver Street, 14th Floor, New York, NY 10005 (the “Company”), and JOHN BROWNLIE, an individual residing at 6040 Puma Ridge, Littleton, Colorado 80124 (the “Executive” and together with the Company, the “Parties”).
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SEVERANCE AGREEMENT AND RELEASESeverance Agreement • October 14th, 2009 • Capital Gold Corp • Gold and silver ores • New York
This SEVERANCE AGREEMENT AND RELEASE (this “Agreement”) is made between (i) JEFFREY W. PRITCHARD (“Employee”) and (ii) CAPITAL GOLD CORPORATION, a Delaware corporation (the “Company”). Employee and the Company are referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT TO BUSINESS COMBINATION AGREEMENT BY AND BETWEEN CAPITAL GOLD COPORATION AND NAYARIT GOLD INC. DATED AS OF APRIL 29, 2010Business Combination Agreement • April 30th, 2010 • Capital Gold Corp • Gold and silver ores
THIS AMENDMENT (this “Amendment”) to the Business Combination Agreement dated as of February 10, 2010 by and among Capital Gold Corporation, a Delaware corporation (“Parent”), Nayarit Gold Inc., a corporation organized under the Ontario Business Corporation Act (“Nayarit”), John Brownlie, Colin Sutherland and Bradley Langille (the “Agreement”) is entered into by the Parties hereto as of this 29th day of April, 2010.
Managers of Metal Recovery Solutions, LLC Suite 4811 Reno, NV 89521 Attention: Donald Jacobs-CEO Gentlemen:Letter Agreement • March 22nd, 2010 • Capital Gold Corp • Gold and silver ores
Reference is made to that certain letter of intent (the “LOI”) dated January 18, 2010 by and among Metal Recovery Solutions, LLC, a Nevada limited liability company (the “Company”), Capital Gold Corporation, a Delaware corporation (the “Purchaser”), and Oro Recovery Solutions, LP, a Texas limited partnership (the “Consultant”). Terms used but not defined in this letter agreement (the “Letter Agreement”) shall have the meaning ascribed to them in the LOI.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 23rd, 2007 • Capital Gold Corp • Gold and silver ores
WHEREAS, effective July 31, 2006, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and JEFFREY W. PRITCHARD, a Pennsylvania resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and
AMENDMENT TO AMENDED AND RESTATED ENGAGEMENT AGREEMENTEngagement Agreement • July 19th, 2010 • Capital Gold Corp • Gold and silver ores
This Second Amendment to the Amended and Restated Engagement Agreement dated January 1, 2009 (the “Engagement Agreement”), by and between Capital Gold Corporation (the “Company”) and Scott Hazlitt (hereinafter referred to as “Hazlitt”), as amended by the First Amendment to the Engagement Agreement, dated March 18, 2010.
AMENDED AND RESTATED CREDIT AGREEMENT Effective as of July 17, 2008 amongCredit Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into on September 18, 2008 (the “Closing Date”) with retroactive effect from July 17, 2008 (the “Effective Date”), by and among MINERA SANTA RITA S. DE R.L. DE C.V., a Mexican company (“MSR”), ORO DE ALTAR S. DE R.L. DE C.V., a Mexican company (“Oro de Altar” and together with MSR, the “Borrowers” and each individually, a “Borrower”), CAPITAL GOLD CORPORATION, a Delaware corporation (the “Guarantor”), and STANDARD BANK PLC, a bank organized under the laws of England and Wales (the “Lender”).
ENGAGEMENT AGREEMENTEngagement Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores • New York
This agreement (the “Agreement”) supersedes and replaces the executive employment agreement by and between the Company and Brownlie originally dated May 1, 2006 as subsequently amended August 29, 2007, November 13, 2007 and July 17, 2008.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • March 12th, 2010 • Capital Gold Corp • Gold and silver ores • New York
This SEVERANCE AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made between (i) Gifford A. Deiterle (“Employee”), a New York resident, and (ii) CAPITAL GOLD CORPORATION, a Delaware corporation (the “Company”). Employee and the Company are referred to collectively as the “Parties” and individually as a “Party.”
AMENDMENT TO EXECUTIVE ENGAGEMENT AGREEMENTExecutive Engagement Agreement • October 29th, 2008 • Capital Gold Corp • Gold and silver ores
WHEREAS, effective May 1, 2007, CAPITAL GOLD CORPORATION, a Delaware corporation (“Company”), and CHRISTOPHER M. CHIPMAN, a Pennsylvania resident (“Executive”), entered into the Second Amended Engagement Agreement (the “Agreement”); and
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 23rd, 2007 • Capital Gold Corp • Gold and silver ores
WHEREAS, effective January 1, 2007, CAPITAL GOLD CORPORATION, a Delaware corporation (“Employer”), and J. SCOTT HAZLITT, a Colorado resident (“Executive”), entered into an Executive Employment Agreement (the “Agreement”); and
ContractService Agreement • February 13th, 2009 • Capital Gold Corp • Gold and silver ores
THIS SERVICE AGREEMENT IS ENTERED INTO BY AND BETWEEN, ON THE ONE HAND, A COMPANY CALLED CABORCA INDUSTRIAL S.A. DE C.V., REPRESENTED IN THIS ACT BY C.P.A. IGNACIO LIMON GONZALEZ, ACTING IN THE CAPACITY OF LEGAL REPRESENTATIVE, AND, ON THE OTHER HAND, MINERA SANTA RITA, S. DE R.L. DE C.V., REPRESENTED BY ENG. MARCO ANTONIO GALINDO RAMIREZ, ACTING IN THE CAPACITY OF LEGAL REPRESENTATIVE, AND BOTH PARTIES HEREINAFTER REFERRED TO AS THE SERVICE PROVIDER AND THE CLIENT, RESPECTIVELY, BY VIRTUE OF THE FOLLOWING RECITALS AND CLAUSES:
AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 18th, 2011 • Capital Gold Corp • Gold and silver ores • Delaware
This AMENDMENT NO. 3 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 17th day of March, 2011, by and among Gammon Gold Inc., a corporation incorporated under Part 1A of the Companies Act (Quebec) (“Parent”), Capital Gold AcquireCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“MergerCo”), and Capital Gold Corporation, a Delaware corporation (the “Company”).
CAPITAL GOLD CORPORATIONBusiness Combination Agreement • July 7th, 2010 • Capital Gold Corp • Gold and silver ores
